EPL Oil & Gas, Inc. Announces Pricing of $300 Million Private Placement of
8.25% Senior Notes Due 2018
NEW ORLEANS, La., Oct. 18, 2012 (GLOBE NEWSWIRE) -- EPL Oil & Gas, Inc. ("EPL"
or the "Company") (NYSE:EPL) announced today the pricing of its private
placement pursuant to Rule 144A and Regulation S under the Securities Act of
1933, as amended (the "Securities Act"), to eligible purchasers $300 million
in aggregate principal amount of 8.25% senior unsecured notes due 2018 (the
"Senior Notes").The offering size represents an increase of $50 million over
the Company's previously announced intention to offer $250 million in
aggregate principal amount of its Senior Notes.The net proceeds from the
private placement of the Senior Notes, after deducting the initial purchasers'
discount and estimated offering expenses payable by EPL, are expected to be
approximately $288 million.The Senior Notes will be fully and unconditionally
guaranteed, jointly and severally, on an unsecured, senior basis, by all of
EPL's existing material subsidiaries. The closing of the offering of the
Senior Notes is expected to occur on or about October 25, 2012.
The net proceeds from the sale of Senior Notes will be deposited into escrow
pending completion of the Company's previously-announced acquisition from
Hilcorp Energy GOM Holdings, LLC of 100% of the issued and outstanding member
interests of Hilcorp Energy GOM, LLC, which owns certain shallow-water Gulf of
Mexico shelf oil and natural gas interests (the "Hilcorp Acquisition"). Upon
release of the net proceeds from escrow at the closing of the Hilcorp
Acquisition, EPL will use those net proceeds to fund a portion of the purchase
price for the Hilcorp Acquisition.
As previously announced, EPL received a commitment from BMO Capital Markets
and its affiliates to provide the financing necessary to complete the Hilcorp
Acquisition through an amendment and restatement of EPL's senior credit
facility, which, among other things, increases the facility size from $250
million to $750 million and extends the maturity to the date four years after
the closing date. In addition, the borrowing base under this expanded credit
facility will be increased from $200 million to $425 million in conjunction
with the Hilcorp Acquisition. The effectiveness of the amendment and
restatement of the senior credit facility and the increase in the maximum
availability under EPL's senior credit facility is subject to the satisfaction
of certain terms and conditions, including the closing of the Hilcorp
Acquisition. As of June 30, 2012, on an as adjusted basis, after giving effect
to this increase in EPL's senior credit facility's maximum availability and
borrowings under EPL's senior credit facility and the application thereof to
fund a portion of the purchase price and related expenses of the Hilcorp
Acquisition and the completion of the transactions contemplated by the Hilcorp
Acquisition, EPL estimates that it would have approximately $230 million in
availability under its senior credit facility.
The Hilcorp Acquisition is expected to close in the first half of the fourth
quarter, assuming all conditions to closing of the Hilcorp Acquisition have
been satisfied. The private placement of Senior Notes is not a condition to
the closing of the Hilcorp Acquisition. If the closing of the Hilcorp
Acquisition does not occur on or prior to December31, 2012, or if the
purchase and sale agreement regarding the Hilcorp Acquisition is terminated at
any time on or prior to December31, 2012, EPL will be required to use the
escrowed funds to redeem the Senior Notes at a price equal to 100% of the
principal amount plus accrued interest to the redemption date.
The securities to be sold have not been registered under the Securities Act,
or any state securities laws, and unless so registered, the securities may not
be offered or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. EPL plans to offer and
sell the Senior Notes only to "qualified institutional buyers" as defined in
Rule144A under the Securities Act and in offshore transactions pursuant to
RegulationS under the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any of these securities, nor shall there be any sale of
these securities in any state in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws
of such states.
Description of the Company
Founded in 1998, EPL is an independent oil and natural gas exploration and
production company based in New Orleans, Louisiana, and Houston, Texas. The
Company's operations are concentrated in the U.S. Gulf of Mexico shelf,
focusing on the state and federal waters offshore Louisiana. For more
information, please visit www.eplweb.com.
This press release may contain forward-looking information and statements
regarding EPL. Any statements included in this press release that address
activities, events or developments that EPL "expects," "believes," "plans,"
"projects," "estimates" or "anticipates" will or may occur in the future are
forward-looking statements. Actual results may differ materially due to a
variety of important factors. Among other items, such factors might include:
the failure of the conditions to the closing of the sale of the Senior Notes
to be satisfied or waived; the failure of the conditions to the closing of the
Hilcorp Acquisition to be satisfied or waived; volatility in the financial and
credit markets or in oil and natural gas prices; and other matters that are
discussed in EPL's filings with the Securities and Exchange Commission.
T.J. Thom, Chief Financial Officer
EPL Oil & Gas, Inc. Logo
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